Nightfall
by MaskedKitten
Summary: An Autobot enemy. A Decepticon struggle for power. An unlikely attraction in the midst of war. And the bond between man and machine is the only hope for the survival of the Autobots and the humans they fight to protect.


**Transformers: _Nightfall_**

**Disclaimer: **I own nothing and gain nothing. This is only for fun.

**Rating: **PG 13

**Timeframe: **Sequel to 07 movie. It uses some things from ROTF, but that's it.

**Main Characters: **Humans- Lennox, Sam, Maggie, Mikaela, and Epps. Appearances by others are possible.

Autobots- Ironhide, Bumblebee, Sideswipe, Ratchet, Jolt.

Decepticons- Barricade, Starscream, Bludgeon, Lockdown and Mindwipe (from Hasbro's NEST figure line).

**Summary: **An Autobot enemy. An unlikely attraction in the midst of war. And the bond between man and machine is the only hope for the survival of the Autobots and the humans they fight to protect.

**Author's Note: **This takes place not long before ROTF would have in continuity: Sam's debating college, while Lennox and Epps lead NEST with their Autobot allies. There's a lack of Prime and Megatron for much of the story. I thought exploring the group dynamics without the leaders would be fun. No twins here - they just didn't fit.

The main focus is on the bond between Ironhide and Lennox, and to a lesser extent the one between Bumblebee and Sam (and Mikaela, this doesn't leave her out!). Maggie Madsen and Sideswipe are also featured very heavily.

Important- much of the backgrounds and information used for characters here are from the movie comics like _Alliance _and _Tales of the Fallen,_ as well as from some of the action figure line's bios, especially the NEST figures.

* * *

**Prologue**

He couldn't remove his eyes from the stained sleeves of his dirty uniform. Dark, angry red seeped into the dirty green, while fading blue ate at the small pieces of fabric the crimson hadn't touched.

Major William Lennox was covered in red and blue. Patriotic colors. They represented life.

_And Blood._

_And Death._

He knew Mikaela Banes was still sitting on the floor across from him, could still feel her eyes on him. If he could just lift his head he would see her staring at him, tears smearing with dirt on her cheeks. Maybe she was waiting for him to tell her it would be okay, but he doubted it. He'd learned very quickly that Mikaela was a strong girl - strong enough to know when things weren't okay, and strong enough to not want to hear the words when they were lies.

Lennox was relieved. He didn't think he could open his mouth and force the words out without throwing up. There was something heavy in the back of his throat, making it hard for him to get air into his lungs.

It couldn't be a scream waiting to escape. Sam Witwicky had done enough of that for him. The agonized, angry cries that came from within the kid as Tech Sergeant Robert Epps had all but carried him into the base's hospital might as well have been torn from Lennox, too.

So Lennox had sat down and kept his mouth shut, put all his concentration on breathing. He was in shock, he knew that. In his years in the service he'd experienced loss on the battlefield more times than he cared to count. He'd seen comrades fall, seen them disappear in smoke and flame, and lay helpless while they slowly faded away from fatal injuries.

His uniform had had more blood on it than this. But it was the blue, the tiny, deep, stains of blue that stole his vision when he looked at them, that caused the weight in his throat to worsen and his breaths to come in choked gasps.

He let his head fall back until it met with the wall behind it and closed his eyes against the sight of the stains. But instead of black, all he saw was blue.

_Blue eating through his uniform sleeves. Blue coating the ground after the explosion. So much of it that a frantic Ratchet had lifted him up into one huge hand to keep him from drowning in it._

He needed to get up. He was the Field Commander. He was in charge. This was his operation, and _damn it_, he needed to get up off the damned floor and do his duty. He needed to check on the status of his soldiers. He needed to prepare a report for General Morshower. He needed to see the other Autobots.

_The Autobots…_

Lennox staggered to his feet, pressing his hands against the wall to steady himself until he could stand on his own. He turned to Mikaela and used every ounce of strength he had to assure her they would let her see Sam as soon as they could, under his orders. His voice was cracked and raw and distant. But when his eyes met hers, he saw only understanding reflected back at him.

His body ached. The skin on his wrists burned where part of his sleeves had been corroded away. He could feel dried blood on his forehead from a cut near his hairline. His vision blurred, came into sharp focus, then blurred again. Something warm and wet slid down his cheek. Something that wasn't blood.

He ignored it all.

He strode through the base as though it were an ordinary day for Major Lennox, head of NEST - the global alliance between humans and the Cybertronian soldiers known as the Autobots.

But later, when he reached the hanger that now housed the remains of two of NEST's alien allies and held what was left of Ironhide in his tiny, useless human hands, he would just be Will Lennox, mourning the loss of not only a comrade, but a best friend.

* * *

The door clicked shut behind Graham. The sound reverberated in Mikaela's head as she curled her knees up to her chest and rested her head on top of them. The chair she was sitting in wasn't exactly comfortable, but she didn't care.

All she cared about right now was Sam.

She stared down at him, angrily brushing tears from her face. She was tired of crying. She hadn't even known she could cry so much. She'd never been much of a crier - not when her dad was sent to prison or when, in a fit of anger, her mom had told her she wasn't worth anything. Even when she was a little girl, Mikaela had known crying was useless. It didn't save her dad from years in prison. It didn't make her mom love her more.

It wouldn't make Sam wake up and smile at her like he had just yesterday, when everything had been fine and they'd been having fun with their friends.

_It wouldn't bring Bumblebee back._

Sam was so still in the bed. Sam was never still. He was always moving; moving and talking in that fast way of his she'd come to find oddly attractive since he'd driven her home in his beat up Camaro two years ago.

She'd been told he would be fine, and maybe physically he would be.

His horrified screams still echoed in her ears, and she doubted she would ever be able to erase the sound of them from her head.

He'd known. He'd known from the moment he'd woken up, just by the look on her face as she'd held him against her. She hadn't said anything, but her expression had given it away. He'd fought his way out of her arms to see what she hadn't wanted him to see: his best friend - armor battered and scorched from the fire, and the once bright blue optics dark. Lifeless.

Mikaela felt the tears start to well up in her eyes again at the memory. She blinked them harshly back.

Sam had been sedated so that he could get the sleep he needed, but he would be waking up soon and he would need her. She couldn't fall apart now. She had to be strong for him. His parents didn't really understand the close bond Sam had shared with Bumblebee, even though they tried hard to be supportive of his friendship with the Autobots. And Miles had never been let in on the secret.

It had been Sam and Mikaela and Bumblebee, together against the world.

_Oh, god…'Bee…_

Mikaela untangled herself from the chair and eased down onto the bed next to Sam. She let her head touch the top of his shoulder and curled her body carefully around his.

It was just the two of them now.

The world she and Sam had discovered suddenly seemed too big. Too intimidating.

Too empty.

* * *

Everything was fucked up.

Everything was completely fucked up, and Robert Epps couldn't do a thing about it. He couldn't right the wrongs in this situation. There were too damn many and they were too damn bad.

And he was afraid.

His fear was divided - one part of it was in the hanger where he now stood. His fear for Will Lennox. He watched his leader, his friend, stare blankly down at the piece of battle-scarred black armor he held in his hand. He was going to lose it, Epps knew. It was only a matter of time before Lennox broke down completely. But Epps also knew he would bury it all inside and run himself into the ground first. He would be the good soldier. The brave leader. He would pretend that he could handle it - that he could get over it. But he would carry it with him until the weight of it got too heavy to bear.

Epps was no fool.

Lennox had lost soldiers - friends - that he'd cared about, but Ironhide was different. Their bond had begun in the early days after the Mission City mess and had developed so strongly over the past two years that Epps had to admit to feeling a little jealous of it. While he'd established an easy camaraderie with all of the Autobots, he didn't share that kind of bond with any them.

God knew he'd tried to befriend Sideswipe, since the Big Man had requested he work with the reckless and dangerous Autobot and try to help him settle into the NEST team.

Sideswipe. The second part of his fear - where Sideswipe was, what the hell he was doing. Was he going to take on the Decepticons alone and get himself killed? He'd refused to return to Diego Garcia with the rest of the team after the battle, and had taken off by himself with Ratchet calling out to him, ordering him, then begging him, not to go.

Epps wasn't privy to the history between Sideswipe and the others, but he'd caught on to a hint of animosity towards Ironhide in their more heated arguments over combat strategy. And yet Sideswipe's enraged cry as Ironhide was swallowed up by fire had been the loudest of any of the remaining Autobots.

The remaining Autobots…. There were only four of them now: Sideswipe, Ratchet, Jolt and Brawn. Epps hoped Optimus Prime would return. Fast. Even with the help of NEST's soldiers, Epps doubted the four of them could take on the amount of Decepticons that had landed on Earth and were now in hiding all over the world. Though Barricade had been killed with Ironhide and Bumblebee, it seemed like the threat grew bigger every day - NEST could barely keep up with the number of Decepticons that had turned up on their radar in the past few months.

_Shit._

Epps turned his attention back to the scene in the hanger. He'd already taken it upon himself to start on the report for General Morshower. He just wanted to go over it with Lennox, let him know what it contained. It didn't contain much - they'd been taken by surprise. No matter how many times Epps replayed the fight in his head there were things he just couldn't figure out. Things that didn't make sense.

He could see Lennox wasn't ready to go anywhere, so Epps decided to check on Sam and then let Ratchet and Jolt know how the kid was doing. He knew they were worried, like all of the soldiers at the base.

Sam.

Lennox had always been slightly protective of him. Epps couldn't see that changing. Not now. Not when the kid's loss was his own.

_How could this have happened? How could everything go to shit like this so fast?_

Epps shook his head. With one last, long, concerned look at Lennox, he headed back in the direction of the base's hospital.

* * *

Patrick Rivers had known Maggie Madsen since their college days, back before they ever knew anything about mechanical aliens and the civil war of a planet called Cybertron; back when late night study sessions were crammed in between her photoshoots and his weekend drives home. He'd never seen her like this. She'd gone somewhere he couldn't reach her.

Ears covered, body locked in tight, he still was uneasy about being in the helicopter. He'd never liked flying. He'd had a fear of heights since he'd ridden his first roller coaster when he was eight years old.

Outside, it was an endless abyss of black. The night sky was void of stars, and the ocean below him might as well have been invisible. When they'd first risen into the air, he'd tried looking down at it, but he'd given up trying to see the waves about ten minutes into the ride.

Maggie was looking away from him, staring out at the darkness. Her face had been expressionless since they'd gotten into the helicopter that would take them to Diego Garcia, to the NEST base they'd left only four nights ago. Her hair was still pinned up in the same style it had been in when she'd met him for dinner earlier in the evening at the fancy restaurant he'd spent a small fortune securing reservations at on the second day of their vacation.

Working with NEST meant they kept their cell phones on them at all times, and the four days they'd been on leave had been no exception. Maggie had talked to Mikaela Banes every night since they'd left, and one call to Maggie from Mikaela while they were waiting on their dinner, and his hopeful, well planned evening had fallen apart at the seams.

Though he and Maggie worked together at the base as analysts, their free time was spent in different ways. He stayed in his quarters or with the other operatives he'd befriended when he wasn't working at his desk. While he saw the benefit of the military aligning themselves with the Autobots, he wasn't as comfortable around them as many of the soldiers were. Maggie, however, was the opposite. Her growing friendship with Mikaela had led her to becoming more involved in existence of the Autobots at the base.

Mikaela's announcement that two of the Autobots had been destroyed in a surprise attack by the Decepticons had ruined whatever the night might have held.

Patrick felt fear more than anything else - fear for the men and women working for and with NEST, fear that with the Decepticons out numbering the Autobots the military's chances of winning the war were considerably lowered.

For Maggie, it was different.

He remembered another night not long ago. On the island.

_Music playing out of a boom box provided by Sergeant Epps as NEST's soldiers sat around the fire and shared stories, with the blue Autobot named Jolt telling his own now and again. Sam Witwicky and Mikaela curled up together in the yellow Autobot called Bumblebee's large hand and staring contentedly up at the stars suspended above the ocean. The sand getting into his shoes as he danced with Maggie, spinning her around and laughing with her. His feet slowing down with the music, his heart hammering in his chest while Maggie's gaze shifted past him into the direction of the forest, where deep blue optics watched her from the dark. _

Those otherworldly eyes wouldn't watch her anymore.

If she felt Patrick watching her now, she didn't turn her head to acknowledge him.

Their lives had become like those out of a science fiction movie, and while he knew this had been the opportunity of a lifetime, sometimes he just wanted to walk away. Sometimes he just wanted to return to the mundane, ordinary life he'd been leading before he'd been recruited by NEST and forget everything he'd learned.

Maggie wouldn't follow him, nor would people like Sam and Mikaela. They weren't soldiers, but their feelings for the Autobots were obvious. They wouldn't abandon the fight, even if they had no business fighting in the first place.

He wanted to plead with Maggie to consider leaving her position within NEST - to consider leaving behind the memory of cannon fire and black metal.

But he stayed silent.

* * *

Speed.

It was the only thing that mattered to Sideswipe at that moment. The rush of the wind as it pushed against him, the hum of his engine as he accelerated and tore down the deserted highways with reckless abandon.

He'd chosen his alternate mode for one reason - speed. The appearance of the Corvette Stingray had been a bonus, but it had been the speed that had drawn him to it.

His Autobot form had been built for speed. It was etched into every detail of his design, from his powerful legs balanced on tires instead of clawed metal feet, to the wicked sharp blades he wielded with deadly accuracy.

And now, it was the only thing keeping him from searching out the Decepticons, any one of them - all of them - and tearing into them with everything he had, even if it meant his own potential destruction. He was used to fighting outnumbered, and he'd been used to fighting alone before coming to Earth to finally reunite with others of his kind. It would be a fitting way to go out.

The desire for vengeance was overwhelming, even as he tried to outrun it. If he fought the Decepticons and died, Ratchet, Jolt and Brawn would be left with the human soldiers of NEST to defend Earth alone. And they would fall. The Decepticons would overtake them. Ratchet could fight but it he was not specially built for combat. Jolt and Brawn were both eager to dive into battle, but they lacked the experience. And the humans, while foolishly brave to the point of idiocy, were tiny pieces of scrap to be broken and thrown aside by Starscream and the others.

Sideswipe's anger at Optimus Prime had steadily risen since the explosion, since Ironhide and Bumblebee had both been lost. The Autobot leader had abandoned all of them and left them to protect this small, off the beaten path planet by themselves, gone to Primus knew where in search of other Autobots that had probably been killed at least one vorn ago.

And though neither Ironhide nor Ratchet had agreed with Prime's decision, not one of them had stood their ground and truly challenged him on it. All they had been able to muster up were half-hearted protests that Optimus could dismiss.

_And now…. Now…._

When Sideswipe eventually slowed, then stopped, he didn't realize where he was - not at first. But as he scanned for the presence of humans and then transformed, his optics took in his current location while his processor almost overloaded from fury and anguish. And other emotions he didn't want to name.

He hadn't planned to return to this place, hadn't planned to end up gazing down at the blackened landscape that had been the scene of Ironhide and Bumblebee's deaths. There was nothing left on the ground - their remains had been taken back to the base. Sideswipe had glimpsed them being hauled into the plane with his own optics before transforming and hurrying away from the sight.

He'd been ignoring Ratchet's attempts at communication since twenty-one hundred, which had been approximately six hours ago.

Earth time. Just one of the many things he'd had to adjust his systems to upon arrival to the planet.

And then there were the humans. Their fragile bodies could hide surprisingly adept processors (or minds, as Ratchet would correct him). Such was the case with the human called Robert Epps. Though Sideswipe did not usually agree with his methods, he found Epps to be an adequate ally on the battlefield on occasion.

Still, humans were small, weak beings that could be crushed so simply in Decepticon hands. The NEST operation was barely two Earth years old, and already countless human soldiers had fallen in the fight.

Ironhide and Bumblebee had been too concerned with protecting William Lennox and Sam Witwicky to notice the enemy's missiles until it was far too late. The trap had been set.

When Sideswipe had first learned Bumblebee had a human charge on this planet, he hadn't found it too surprising. Bumblebee was just the type to attach himself to a human - compassionate and empathetic. Only Jazz, with his easy going nature and interest in other species and cultures, would've surprised him less - if Jazz had still been alive when Sideswipe had made it to Earth.

Ironhide's possessive and protective feelings for the soldiers' leader, however, was something that had perplexed him. He didn't know what it was about Lennox that had inspired such intense devotion from a mech like Ironhide. Lennox's insignificant amount of time spent in the human military didn't compare to a millennia of fighting in the Cybertronian War.

It was Sideswipe's sensors that finally brought him out of his thoughts. A form unlike the wildlife and humans that populated this part of the planet was nearby. The signature his sensors had detected was very faint, but distinctly Cybertronian.

Sideswipe deployed his battle blades swiftly as his optics surveyed the surrounding area with perfect precision.

He saw nothing. He heard nothing.

But the signature was growing stronger. The reading was scaling so quickly that he spun rapidly around on his tires, expecting to find several Decepticons descending on him at any moment with the intent to extinguish his spark.

But there was no one.

Sideswipe stilled, thoroughly confused and more than a little annoyed.

Had his sensors malfunctioned? Unlike some of the other Autobots, he'd always made sure to let Ratchet perform his usual tune ups. He prided himself on being in excellent working order. How had he missed such a needed repair?

A memory that he'd filed away made its presence known even as he questioned himself.

_As the smoke began to fade from the air around him, the shocked silence was shattered by a human scream. The sound sliced through Sideswipe like one of his silver blades - the voice belonged to Sam Witwicky, and if the human boy was screaming, it meant that Bumblebee… _

_And if Bumblebee was… Ironhide was…_

Sideswipe retracted his blades and transformed. He would waste no more time. He would return to Diego Garcia and have Ratchet examine his sensors. The Decepticons would mobilize again, with the intent to finish off what remained of the Autobots. He had to be ready to fight.

He sped into the night without looking back.

If he had, just once, he might have seen three pairs of glowing optics online in the dark and watch him disappear.


End file.
